TripAdvisor (TRIP) Proxy filing summary

Executive summary

• Achieved record revenue of $1.9 billion in 2025, with 12% growth in marketplace offerings and strong performance in Experiences and TheFork segments, offsetting weaker Hotels & Other results.

• Experiences bookings grew 16% to 22.9 million, with gross booking value up 13% to $4.7 billion; Experiences segment now nearly half of total revenue.

• Adjusted EBITDA for Experiences reached $91 million, and consolidated adjusted EBITDA was $319 million; net income was $40 million.

• Simplified capital structure via April 2025 merger, reducing share count by 21% and eliminating controlling stockholder status.

• Board refreshment and expanded AI/data initiatives to drive future growth and efficiency.

Voting matters and shareholder proposals

• Stockholders will vote to elect ten directors for one-year terms and to ratify KPMG LLP as independent auditor for 2026.

• No cumulative voting rights; each share equals one vote.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Board of directors and corporate governance

• Board expanded to ten members, with nine independent directors and a separate Chair and CEO.

• Four new independent directors added via Cooperation Agreement with Starboard Value LP; Board refreshment aligns with strategic focus.

• Committees: Audit (all independent, all financial experts), Compensation, and Nominating & Corporate Governance.

• Board oversight includes strategy, risk, cybersecurity, and ESG matters; regular self-evaluation and high attendance.

• Stockholder rights enhanced: action by written consent and ability to call special meetings.